


The Night Haven was Saved

by rwbysmutmaster



Category: RWBY
Genre: Accidental Voyeurism, Aural Kink, Canon Lesbian Character, F/F, F/M, Heterosexual Sex, Lesbian Sex, Voyeurism
Language: English
Status: Completed
Published: 2019-09-09
Updated: 2019-09-09
Packaged: 2020-10-13 12:54:17
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 5,925
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/20582834
Author URL: https://archiveofourown.org/users/rwbysmutmaster/pseuds/rwbysmutmaster
Summary: After the Battle of Haven, Ilia sneaks into Lionheart's office to see what secrets everyone seems to be keeping from her, only to find she is not the only one interested in using the office tonight.Drama, Comedy, Angst, and Sexual Themes ensue.





	The Night Haven was Saved

The battle was won. Haven was saved. The news crews and the history books would tell the heroic story:  
  
"In Haven's dire time of need, an unexpected, but welcome faunus militia calling themselves the "New White Fang" arrived in the capital. Hailing all the way from Managerie, and wearing the cast-off colors of the old order, the group bolstered the ranks of the Haven state police and defeated Adam Taurus and his band of terrorists."  
  
But at the same time, just a little distance away inside the offices of Haven Academy itself, another battle was won. Though no less important than the battle outside, this one would never make it into the history books. A renegade teacher from Signal, leading a band of outcast students and delinquents from Beacon (including several who were disqualified from that year's Vytal Festival tournament), ousted the corrupt headmaster, Lionheart, and a mysterious group of bandits and foreign mercenaries. After a climatic battle involving skill, dust, magic, and guts, these unlikely heroes secured the Relic of the Spring Maiden, an object of vast magical power from its hidden vault beneath the Academy.  
  
And though records of the celebration of the first battle can be found throughout Haven, there are no records of the more... _intimate_ celebrations of the second... Or rather, none except this one.  
  
**The Night Haven Was Saved**  
  
Though the immediate danger of terrorism and the deeper dangers of the battle inside the school had both passed, hours later sirens still blared outside. The flashing lights blocked out the stars and the constant drone of airships drowned out even the harsh mountain winds.  
  
A thin form, shrouded in darkness, an expert in the ways of stealth, stalked slowly, invisibly, down the darkened hallway towards the office of the former Headmaster, Lionheart.  
  
The door to the office was old. Older than any she'd seen in the other kingdoms, and even beyond. There was no handprint scanner, no scroll reader, just a simple lock, requiring a simple key.  
  
Ilia drew her weapon, an extensible spear and whip, making sure to avoid making any light with it, and fit the tip into the lock. Carefully, she began extending and retracting the tip into the key-way in an attempting to bump the tumblers into place.  
  
As the weapon went about its work, her mind wandered. She'd spent the day with Blake and Sun, and the sexual tension between the two had been nearly palpable, or at least it had seemed that way to her.  
  
She couldn't help but imagine it. Their bodies crashing together. Over and over. Shadows and Lightning. Filling up. Each other and the room.  
  
So there was no space left for her.  
  
She grit her teeth against the image, trying to think of something else, but failing. Bodies bouncing. Blake moaning. She could-  
  
The lock clicked.  
  
The others, they had come in here earlier, talking about something valuable. They'd stopped when she'd arrived. Just another secret.  
  
Ilia stopped the vibration of her weapon, keeping lateral pressure on the key-way as she rested her hand on the knob.  
  
An inner battle raged. If Blake found out she'd been snooping, she might send her away. At the same time, if nothing changed, if Ilia didn't join the inner circle, Blake might be lost to her forever anyway. Sun was just so damn charismatic. Not to mention all the secrets the group already seemed to share.  
  
She opened the door.  
  
\--  
  
Ilia didn't turn on the light. Her night vision was superb, even for a faunus. But that wasn't the only reason.  
  
On Lionheart's desk sat a small lamp. Or rather, one floated inches above its mahogany surface.  
  
She ducked away out of sight, scanning the room for company, but finding none, focused on the desk. Some papers were strewn about, purchase orders and rejection letters, nothing interesting, nothing out of place. Except the lamp of course.  
  
Where most of the decor in this room was practical for a doting school headmaster, the lamp looked far too expensive for the rest of the decor. It was gilded, or perhaps even solid gold, and ancient, though Ilia knew that it couldn't be, since it looked to be held aloft by some sort of anti-grav tech hidden away inside the base. It cast a golden light throughout the room, despite the blue bulb, if you could call that a bulb. It must be from the heiress, Ilia thought to herself. Atlas tech. Though, she'd never seen anything made in Atlas with quite this much... elegance. Besides the heiress herself at least.  
  
Why would this be a secret?  
  
She approached the lamp and reached out to touch it, but stopped just short, her hand mere inches from the surface. Someone was coming.  
  
\--  
  
Ilia's chameleon skin shifted to a deep brown against the desk, and she moved around it for cover, just as the door opened with a small click.  
  
A blonde girl flung open the door with one hand, barely catching it before it smacked into the wall.  
  
"Damn, I forget how strong this arm is."  
  
Her arm was yellow, Ilia realized that it must be a prosthetic, even more Atlas tech. Ilia went through the list again, in her head. This must be Yang, Blake's teammate from Beacon.  
  
Yang shut the door behind her and dropped a golden key into her pocket with a sigh.  
  
She looked forlornly around the room.  
  
"It's no Beacon, but at least it looks homey. The guy might have been a traitor, but he sure knew how to decorate a room. Ozpin could use a few pointers."  
  
Ilia noted the present-tense. Wasn't he supposed to be dead? Maybe that was the secret. She'd never met Oz, but she's heard that he was sneaky. Everything just seemed to raise more questions.  
  
Yang scanned some selves idly, like she was working up the nerve for something. Ilia crouched lower, though he needn't have bothered. Human vision was so bad at seeing through camouflage.  
  
Yang sighed and sauntered towards the lantern, gently caressing its surface.  
  
A gentle breeze flit through the room.  
  
Ilia put a hand on her weapon and turned to the window, expecting a threat. But the window was still closed.  
  
Yang lifted the lantern gently, the glow sending shifting shadows darting through the room.  
  
The sudden wind intensified and stirred around her, sending her thick mess of golden hair flying. Loose papers flit about the bookshelves, and Ilia had to dodge the flapping of the drapes, which almost gave her away, invisible behind the desk.  
  
"So much power. No wonder mom wanted you so much. No wonder, SHE wants you. Neither of them seem to have much use for weak... or broken things."  
  
Yang glanced from the lamp down to her arm and back, then set it down, the wind abating just as suddenly as it arrived.  
  
Ilia swallowed. That... wasn't normal. None of this was.  
  
Yang sighed again, and moved as if to lift the lamp again.  
  
Ilia braced herself, but this time it was Yang's hand that stopped short.  
  
Someone _else_ was coming.  
  
\--  
  
The sound of a key in the lock, bolt turning, sent Yang jumping. She leaped over the desk in a single athletic bound and hunkered down on the other side, merely a foot from where Ilia crouched camouflaged against the curtains. Her head was turned attentively downwards, listening.  
  
Ilia blushed and held very still. The blonde certainly had her charms. Thick, strong legs, and a full bosom, which was now hanging dangerously close to escape. Ilia realized that she had stopped breathing.  
  
The door slid open softly, but ushered in only the sound of soft whispering from the hall.  
  
"...yes, we each got a key from Ozpin."  
  
Blake. Ilia's heart skipped a beat.  
  
Faunus eyes were better than human, but she risked a peek over the desktop anyway.  
  
Blake.  
  
Even though she just wore her normal traveling outfit, black and white with the all the belts, and even though she looked tired, and her hair was a mess, and she was covered in the dust of battle, she still looked stunning.  
  
She held a silver key in one hand, Gambol Shroud set on her hip, the other hand held behind her, out of view.  
  
She wasn't expecting a fight.  
  
She didn't turn on the lights; her dark vision was almost as good as Ilia's was, but as she scanned the room, her ears moved independently of her eyes. Listening. Picking up every detail of the room.  
  
Ilia closed her eyes, so they wouldn't give her away. But it didn't matter, she could still see Blake in her mind's eye. She knew her every detail. Every twitch, every habit, every stride. Ilia knew them all and cherished them. Blake was hers. Or would be.  
  
"Are you sure?"  
  
Another voice.  
  
"Well, are you going to stop following me around?"  
  
"Never."  
  
Sun. Ilia's trance broke. Her eyes fell open.  
  
There he was, the stupid boy. She could feel anger rising up from somewhere. Somewhere she'd pushed down over and over again since Blake's speech in Menagerie. She could feel her skin start to flush bright red and the cries of pain and shattered teeth echoed through her memory.  
  
They were holding hands.  
  
But she couldn't let Blake see her. Not here and not like this.  
  
And so when the draft from the door brushed the curtains lightly beside her, Ilia took advantage of the motion to dodge behind them, pressing herself against the window pane. It was cold, but Ilia bit back her cry and just shivered, doing her best to hold herself still against it, embracing the feeling of cold, battling the emotions that raged inside her.  
  
"Then it's time for you to see what all this is about... What it is we're protecting."  
  
That was Blake's voice.  
  
There was a light scuffle behind the desk itself and a few muffled curses. Probably Yang finding a better place to hide.  
  
Ilia winced. She'd been so loud.  
  
But neither Sun nor Blake appeared to notice, continuing on as if nothing was amiss.  
  
\--  
  
"So, like, it's uh. It's a lamp."  
  
"Yes, it's a lamp. But apparently much more than that. You see, there's a war. Ozpin is on one side, and a... creature... named Salem on the other."  
  
"Salem... I remember that, she's the one who... makes the grimm?"  
  
"I'm not sure. I think so. Yes."  
  
"I see."  
  
An awkward pause filled the room more loudly than the conversation before it.  
  
"Sun, I'm sorry. I can't do this."  
  
Ilia's heart stopped again. She forced herself to breathe.  
  
"I can't bring you in to all of this, it's too weird, it's too dangerous."  
  
"Too dangerous? Blake, we fought the White freaking Fang together."  
  
"Yes, but this is a whole different level... gods and witches, I can't, we..."  
  
"Blake. Stop. You're right, we CAN'T keep doing this-"  
  
Silence.  
  
"Okay, so I'll-"  
  
"But, you're wrong about what 'this' is."  
  
"Hold on-  
  
"No, hear me out! For once, listen to me, we're not just some kids any more. I'm a huntsman, just like you. I can decide for myself if something is too weird, or too dangerous. I can decide for myself if a fight is worth fighting, if a person is worth following, or if I'm just wasting my time."  
  
Ilia could hear Blake's breathing. She was mad. She could almost feel her pounding heart. This was it, they're done. Blake would kick him out and then she'd have her chance. But Sun kept going.  
  
"And if what you're telling me is true, that this fight is bigger than any we've fought so far? Then this fight is worth fighting. And whatever this lamp thing is, and whoever or whatever comes after it, we'll handle it. Together. And you know what else? I don't care if you think you're up to leading, because you are, look around. You led an army today. And whether you know it or not or whether you believe it or not, I know you're worth following."  
  
"Sun, you can't let your emotions-"  
  
"Emotions!? You think this is still about how we feel? Blake, this is bigger than us now. We all, as faunus, humans, whatever, we have to look at the bigger picture. And even if I didn't lov-. Even if you didn't mean everything to me. Even if I wouldn't follow you to the ends of the world and jump for you, I'd still be here, I know it."  
  
The tension in the air was electric. Blake's next words came slowly and with a hint of trembling.  
  
"Sun, you know that I... care for you. But this, this is something else. And I know you didn't mean for this, but I've been told to "look at the bigger picture" before, by someone else who I cared for... and you can see how that turned out."  
  
Blake's heels clicked against the polished hard wood floor, then stopped just at the door.  
  
Ilia could hear those words right out of Adam's mouth. Sun had definitely stepped in it this time. No way she was coming back now.  
  
But instead of the sound of the door opening, Ilia heard the deadbolt shift into place.  
  
"But you're NOT him. You're better. In every way I can imagine. I... haven't been fair to you. And not just you, to anyone really, but especially you. I slapped you!"  
  
"I might have deserved that."  
  
"No! You didn't. Nobody does. Sun, I-"  
  
"It's okay-"  
  
"No, Sun, I promise, I've been scared... like, really scared. And I'm still scared. There's a lot of stuff in my past. I don't know if I can... love. I don't trust anyone, even my best friends, my own teammates, my family!"  
  
The room fell silent but for the whistling of the mountain winds outside.  
  
"...and yet, I know I can trust you. Sun, I don't know how to sort it all out, but I think... I think I want to try."  
  
Ilia's aura flared. Her body became like a burning fire, her skin reflecting the emotions in the room, not just her own, but the others' too. Red Rage, Golden Passion, Deep Scarlet Love, but also Green Envy and a deep Blue Grief. She nearly fell to her knees with the weight of it.  
  
"Sun, and there's another thing you were right about. We're not children any more, and we can make our decisions about what we want and what we do."  
  
She couldn't hear Sun's response with her heartbeat pounding in her ears, but she could feel it. Embracing. Touching. Tears. Joy.  
  
A stack of papers that had once been sitting on the desk came crashing down around her feet, as someone shoved them from the surface.  
  
She could hear it now, the rapid breath and soft sounds of frenzied kisses. Another item dropped, Sun's shirt.  
  
Followed by his pants.  
  
A low moan escaped Sun's lips.  
  
The desk creaked as he lay back against it, letting his legs hang down over the front, knocking against the ancient wood.  
  
A dull wet slapping sound soon joined it as Blake slapped his saliva-soaked cock against her cheek.  
  
The papers by Ilia's feet shifted suddenly, then were still, the hint of a yellow boot sticking out from under the desk lay just within her field of view, before being pulled back under.  
  
Oh right, she wasn't the only audience member for this show.  
  
Unable to sort out the emotions, Ilia tried to ignore them, turning invisible once again, and peeked out from behind the curtain.  
  
Just as she imagined, Sun lay atop the table, spread-monkeyed like an idiot, and was getting way better head than he deserved from the most beautiful woman in the world. Blake moved slowly and confidently around his cock, her tongue stroking the length and circling the head. Then gorging the whole thing in her mouth, it disappeared down her throat and Sun's whole body shivered.  
  
But what Ilia hadn't imagined was what was going on UNDER the table.  
  
Yang sat hunched over, her legs spread wide and panties dropped around one ankle. She'd opened her coat and pulled out her breasts from their captivity. She held them together with one hand, gently caressing the tip in small circles and use the other one to rub... no, more like vibrate, her clit. If there's anything good to be said of Atlas, their prosthetics are amazing.  
  
Ilia had to bite her tongue to stop from yelping. Though she'd seen her fair share of beautiful women, and though there was no one who could even compare to Blake in her eyes, this human...  
  
Ilia felt an uncomfortable wetness in her leather.  
  
Sun moaned from up above and Yang's eyes rolled up into her head.  
  
Hmmm, apparently, Blake wasn't the only heartbreaker.  
  
Ilia let the curtain fall behind her, enraptured at watching the blonde masturbate.  
  
Above, Sun couldn't take the wait any longer and gently lifted Blake's head with his tail, caressing her chin and then leaned forward and kissed her. He wrapped his arms around her back, grabbing at the edges of her shirt and tried to pull it off.  
  
Blake smiled wryly at his struggling and unclasped her belt and bra for him before allowing him to try again. But Sun instead surprised her with a feat of strength, wrapping his tail around her waist and spinning her around to lay back against the table as he gently unwrapped her clothing like a present.  
  
They stared eye to eye, lost to all the world but each other.  
  
Ilia felt her nipples press against her leather.  
  
She rarely wore a bra, she didn't need it, and she only needed wraps when the weather got too chilly. But between the cold window at her back and the scene before her she wished she had some now.  
  
Sun cupped Blake's perfect breasts in is hands, pushing them together and slowly kneading them. He pressed his face into them and licked, and licked, and pulled, and pressed, and sucked. Blake's ears curled. Ilia shivered.  
  
Yang did something similar below, lifting her own breast into her mouth and biting softly, frantically pressing her metal fingers into her drenched and sloppy pussy. Her juices slowly slid down the hand, pooling at the knuckles and dripped to the floor.  
  
Yang's other hand came up slowly to touch the wood above her, as if to feel the vibrations from up above. As if to somehow be involved. She let her breast drop to her chest with a faint wet slapping sound.  
  
Blake ran her hands over Sun's back, then pulled him up towards her to kiss his face, his neck. Ilia could just make out the disgusting shape of his cock rubbing Blake's stomach, leaving streaks of wetness. It pulsed, once, twice, like a fish seeking water.  
  
Sun raised up, and Blake's hands cascaded over his body, feeling the edges of his chiseled abs. Her breath came heavy and her hands trembled. She firmly pressed his cock between her palms and he pulled it forward, towards her breasts.  
  
Then it was gone, encompassed by her lovely breasts. He thrust slowly and she moved them back and forth around the rod. His muscles clenched and rippled, Blake craned her neck forward to lick the tip as it occasionally popped out the top. Sun ran his hands through his hair and laughed, tiny flecks of golden light running between his fingers and the strands.  
  
Ilia pressed a hand gently beneath her leather vest from the armpit, seeking out an itch. She wore a light polyester shirt beneath her armor, and her tender nipples chafed against it. She pressed her nipple and let out a gentle sigh of relief. Should she take off the armor? It felt so hot in the room now. And every breath pressed them against it, rough, unyielding.  
  
Sun let out a sudden moan, and Blake replied, desperate, "Come on, not yet, get off, it's my turn."  
  
Sun backed away, slipping from the desk and standing, hands still running through his hair, his cock reaching towards the ceiling.  
  
"Come on, think about sports, think about sports, think about sports."  
  
Blake licked her hand and ran it down her leggings.  
  
Since they were taking a break above, Yang took one down below too, quietly drawing her hand from her pussy. She went to wipe it on her clothes, but stopped, shrugged to herself and licked it clean.  
  
Blake turned on the desk, lying on her stomach facing towards the door, her legs falling just above Ilia on either side of her head. Ilia couldn't think. She couldn't care about anything else. All of Blake was perfect, but her ass was incomparable.  
  
A large dark wet spot dominated Ilia's view, Blake's pussy had been busy while she had been taking care of Sun. Ilia could almost taste it. She imagined what it would be like to feel it, to know it. Like most of her body, Ilia could stretch her tongue a bit farther than most people. She imagined sticking her tongue deep into Blake's pussy and feeling out every secret crevice of pleasure. What good was a cock, even one as thick as Sun's compared to that?  
  
Before he even noticed what she was doing, she had drawn close to the desk, and rested one hand upon it. Her face was just inches from Blake's dripping body. Her mouth inches from giving her lover the ultimate depths of sexual pleasure.  
  
But, Blake wasn't hers.  
  
She backed away as Sun turned to Blake and smiled.  
  
"Okay, I'm good. Now it's your turn."  
  
Blake lifted up on her knees, her calves still projecting over the back side of the desk, her hands slowly rubbing her wet spot.  
  
"Yes, please, Sun, I'm ready. I am so ready."  
  
Ilia pressed a hand against the wall to steady herself, not caring that it brushed the curtains. Her blush was surely visible, but no one was watching her.  
  
They kissed, then Sun lifted Blake up and drew her forward to the front edge of the desk. He pressed his face into her crotch and licked at her through her clothes, and Blake buckled, resting her breasts atop his head and clinging to his neck. Ilia could see her bare back writhing as he fumbled at her sweet spots.  
  
Slowly, he unbuckled her belt and they worked together to pull off her shorts, all the while, he peppered her legs and stomach with soft kisses. She helped him roll her stockings to her knees, and he helped her fall back softly against the desk. Her hair tumbled over the edge, making a glossy black curtain of hair between Ilia and Yang.  
  
Ilia straightened up and stepped back to get a better view over Blake's breasts.  
  
She hadn't shaved in a while it looked like, though Ilia didn't mind. A thick crop of soaked black hair surrounded the gentle pulsing mound. Sun took to the task gladly, though with little experience, and Blake gripped the back of his head, pulling on his hair and forcing him deeper.  
  
She moaned, "Yes! Yes! Sun, right there, deeper. Right there! YES!" and her feet lifted and came back down with a crash on the table.  
  
Ilia collapsed slowly to the ground, sliding against the wall.  
  
This wasn't supposed to be how this happened. Sun was a nobody. He wasn't supposed to be good enough for her. He's not even from Menagerie! Why? Why!?  
  
Ilia whimpered and held herself very still.  
  
Yang, oblivious, breathed slowly, listening to the scene above her.  
  
Ilia looked over the golden beauty. She seemed like the type to want to fuck a chiseled monkey-boy. Why couldn't she have gotten together with that idiot instead?  
  
"Can I... can I put it in?"  
  
"Fuck yes, put it in me. Just put it in. Fuck. Fuck! YES!"  
  
Ilia couldn't stand to watch.  
  
She just stared at the forlorn girl hiding beneath the table, a small puddle of regret pooled below her silent hand.  
  
The desk began to squeak and moan, but not as loud as the pair atop it.  
  
Yang began to cry. At first it was just a light drizzle, but soon it came in heaping sobs. Her pussy contracted with every exhalation, squeezing more juice down her body to the drip onto the floor.  
  
Two lost lovers, pining over distant loves. Ilia felt sorry for her.  
  
Yang mouthed something through her sobs.  
  
Was it 'partner' perhaps?  
  
Maybe she had already been intimate with Sun at some point. Ilia could imagine that, the two blondes, all bouncing dicks and tits and booty.  
  
"Blake" she mouthed.  
  
Ilia's mind stopped.  
  
Yang clutched at her breast and at the wetness in her unsatisfied mound and mouthed "Blake."  
  
Ilia was no longer invisible, she was nothing at all, or probably a bright yellow to tell the truth. If she was discovered, so be it. There was nothing that could temper her surprise.  
  
Yang reacted, jumping up and smacking her head against the bottom of the tabletop.  
  
The rapid wet smacking and cries from above continued unabated.  
  
Yang's expression hardened, her eyes mere slits of suspicion.  
  
Ilia's mouth stood agape. She sat on the floor, legs apart, her armor loosened by her incessant tugging at it. Her weapon lay at her side, but she made no move towards it.  
  
'Blake?!' she'd said 'Blake!?'  
  
\--  
  
Yang's aura flashed bright yellow and the gauntlets on her arms came forward menacingly.  
  
Ilia didn't move, but just looked at her.  
  
Yang _was_ beautiful.  
  
Ilia sighed.  
  
Blake you damn heartbreaker.  
  
Ilia cast her eyes downwards over her body. She looked like crap. She was dusty and scratched. She could feel that her back was drenched from condensation on the window. She could feel her pants were soaked from watching Blake get fucked.  
  
If either Blake or Sun stuck their heads out from the desk and looked down, she'd be exposed.  
  
She looked to Yang, angry, embarrassed, confused, and pent up, and began to crawl forward.  
  
If Yang hit her, so be it, they'd both get caught.  
  
"Who the f-" Yang started, too loudly.  
  
Ilia held up a finger to Yang's lips, then used it point up.  
  
She closed her eyes.  
  
She could hear Yang's angry breathing, and Sun's heavy breathing, and Blake's muffled moans of ecstasy. She could hear her own smooth breathing and felt her nipples chafe against her leathers.  
  
She reached behind her, not heeding as Yang ripped away her weapon from her holster. Let her have it. I've nothing really left to lose anyway.  
  
She unstrapped her armor and took it off. The cool air rippled through her shift and she shivered.  
  
Her breasts were little more than boyish mounds on her chest, but her nipples forced the shirt out farther, tiny mountains of womanhood from her boyish frame.  
  
She spread her legs as she had seen Yang do, and the back of her knee dropped into the puddle on the floor.  
  
Yang inhaled suddenly and Ilia smiled. The puddle was still a little warm.  
  
Ilia began to touch herself, slowly, tenderly. She fell into her aura, letting it flow around her, the emotions of everyone around her mixing with her own. She felt herself change colors, though she wasn't sure which ones.  
  
Yang gasped.  
  
The pounding up above increased in pace for a moment and then stopped. Sun let out a sudden surprised yell.  
  
Ilia froze.  
  
"You bit me!"  
  
"Shh, not very hard, keep going."  
  
Once the sounds started to return to normal, Ilia breathed again.  
  
"Who are you?" Yang whispered, her breath close about Ilia's ear.  
  
"White Fang."  
  
"Uhh, the good ones or the bad ones?"  
  
"A little of both."  
  
Ilia smiled. She pushed a finger inside herself and stretched it as far as it would go.  
  
"Uh, well, I... I don't think you're supposed to be in here."  
  
Ilia leaned forward, her lips brushing against the crook of Yang's throat.  
  
"Do you want me to leave? I could... interrupt them."  
  
"No! I mean..."  
  
Yang let her voice trail off, embarrassed.  
  
Ilia continued touching herself, not caring that Yang was watching, relishing in it even. But despite herself, she felt a new emotion flood her: pity.  
  
"You're... Yang, right?"  
  
"Yeah."  
  
"Blake and Sun, they talked about you sometimes."  
  
Yang didn't respond.  
  
"Were you... watching me?"  
  
Ilia just nodded, embarrassed.  
  
Yang sighed.  
  
"Scoot over."  
  
Ilia looked up, Yang had put away her weapons and was motioning for Ilia to move aside. She did, and Yang sat beside her.  
  
"Apparently, I'm not the only one who wants to pussy-smash the cat-girl."  
  
"Yeah, no. That's... fairly common actually. She's basically faunus royalty."  
  
"She's what now?!"  
  
"Sshhh!"  
  
Yang winced, then opened one eye apologetically and gave half a shrug.  
  
Ilia held a finger against her lips in the universal sign for "shut up or the people fucking inches above us will hear us" then cringed away from her finger when she realized that it was the very one she'd just been using to masturbate.  
  
Yang's chest heaved with muffled laughter.  
  
She looked Ilia up and down and bit thoughtfully at her lower lip.  
  
The sounds above were growing louder, more intense. The desk shook and the lamplight cast dancing shadows on the floor behind them.  
  
Finally, Yang just rolled her eyes and mouthed an explicative.  
  
"Fuck it."  
  
"What?"  
  
"I'm done waiting for Blake. So, what's your name little lady?"  
  
Ilia smiled, lust rolling over her in waves.  
  
"Does it matter?"  
  
"Depends."  
  
"On what?"  
  
"On whether you want me to whisper your name or just call you 'Freckles', Freckles."  
  
"I'm Ilia." Ilia smiled. "I knew Blake from, uh, way back. Back in Menagerie before all of this, Blake and I were... closer. But I think I ruined everything and... Even if she didn't love that dolt up there, why would she choose me over you? Look at you."  
  
Yang softly put a hand to Ilia's mouth and pointed as if to say, "remember, the fucking?"  
  
Ilia smiled again. It was a little expression, rather unfamiliar in her hard life, but genuine.  
  
"However... I can do some things that I know you've never seen before."  
  
"Oh?"  
  
Ilia dove into her aura, feeling the wild tangle of emotions there and picked the right one.  
  
Slowly, her skin began to shift. She lifted her wet finger and sucked on it.  
  
Yang gasped.  
  
"How did you?"  
  
Ilia opened her eyes and looked down to check her handiwork. Her skin had changed, her hair had come loose in--now deep black--tangles reminiscent of the curtain of Blake's own hair, and her skin matched the color of Blake's perfectly.  
  
"I may not have her... curves. But I know I have her colors."  
  
Yang waited a moment and then slowly drew closer. Her voice, already a whisper, was barely a hint of one now. Her pussy left a sticky trail which dripped across ilia's bare legs.  
  
"You don't need to be Blake for me to think you're pretty. You're already beautiful."  
  
Spots of pink flushed on Ilia's face and chest and arms.  
  
Fuck, if she wasn't certain about this before, she was now.  
  
Yang bent down and kissed her. Even her lips were strong. Yang's breasts fell free of her shirt and crashed against Ilia's own hiding beneath her thin and sweat-soaked shirt. Ilia reached for them and pressed them hard together, embracing them like long-lost friends. Yang's tongue parted her lips and ilia let her lead. Yang was *very* good at this. But Ilia had some tricks too. Soon, she stretched her own tongue, licking at places most people can't reach. Yang began to breathe harder, her body shuddering and her wet pussy coming to rest on Ilia's knee.  
  
Ilia opened her eyes to find Yang still staring at her, silver tears welling up in her golden orbs.  
  
Ilia's own eyes began to swell and soon they were crying and kissing and smiling together.  
  
The curtain of hair beside them rippled, Blake and Sun heaved and moaned, exploring a number of positions out of sight, and the ancient desk protested the indignance of the whole situation. Dull golden lamp-light flickered in the darkened room.  
  
But Yang and Ilia paid these signs no mind. Too entranced were they with each other, their mismatching curves and ragged bones, amble breasts and little humps, warm strength and subtle flexibility, such opposites, get because of that, so much unknown to explore.  
  
In one moment Yang smothered Ilia, wrapping her in a glowing cocoon of warmth, aura touching aura, flesh enfolding flesh. She lowered her to the floor, their legs sticking out from beneath the desk, unnoticed. Ilia sucked at Yang's breasts and let her tongue measure every inch of her. Yang gently felt for Ilia's belt and removed it. Then her shorts, then her shirt. Soon Ilia was completely naked, laying flat, in her own natural colors, against the cold stone floor, Yang's puddle pressed against her back. She was more vulnerable than she had ever been, drenched in desperation, fear, sweat, tears, curiosity, and the sweet smell of Yang's pussy. And she honestly had never been happier.  
  
Yang pleasured her in ways she had always dreamed of doing herself for Blake. Yang licked her and felt her and touched her. Yang reached inside her and made her come over and over and over again. Ilia tried to repay Yang in kind, reaching up to feel Yang's lioness mound, but Yang made it clear that Ilia came first. Only once she was satisfied would she ask anything of her.  
  
And she was satisfied. More than she'd ever been. Though they were hiding, she felt no need to hide.  
  
\--  
  
Sun felt his balls release and his aura exploded outward in a golden dance of ecstasy. Blake came too, her aura responding to his, outlining the yellow in dark wisps of black and purple. Thick cum rushed inside her pussy and she barely had the wherewithal to harden her aura again and push it out. A stream of sticky cum poured out of her like a waterfall, dripping down the front of the desk.  
  
Sun's eyes grew wide, his face a mask of shock.  
  
Another golden aura filled the room.  
  
"What? Why are you surprised, I'm not going to leave it in there!"  
  
"Uh, Blake?"  
  
"I mean, maybe someday, but I'm definitely not ready for..."  
  
"No, I mean, uh, Blake, look."  
  
The golden aura heaved and flashed like light from a bonfire whipping in the wind.  
  
"That uh, isn't me."  
  
"Oh, forgot about the lamp..."  
  
But it wasn't coming from the lamp.  
  
Slowly together, they looked down at the desk before them.  
  
The semi-transparent desk.  
  
Ilia and Yang, enfolded in their auras lay crumpled together in a pile of sticky limbs and gasping breaths.  
  
Ilia held the corner of the desk in one hand, her semblance shifting its color to match her own semi-transparency.  
  
Yang's bright post-coitus aura shone through the grain of the wood and filled the room with light.  
  
Slowly Yang opened her eyes and met theirs.  
  
"Oh! Hey guys! Have you uh, met Ilia yet? She's great!" came the muffled voice from below.  
  
She looked from them to Ilia sleeping contentedly against her breast then back awkwardly.  
  
Blake opened and closed her mouth a few times, looking for words.  
  
But Sun just rolled with it.  
  
"Is this a bad time for a 'Yang-bang' joke? I've been waiting to use that one."  
  
Yang gave him some sloppy wet finger guns.  
  
"Ayy!"  
  
Blake looked back and forth between the pair indignantly.  
  
Ilia snored.  
  
The lamp laughed.

**Author's Note:**

> Thanks for reading!
> 
> This is my THIRD RWBY fanfic and it was a blast to write, as always. If you enjoyed this one, check out my author page to see what else I've worked on!
> 
> -Smoot


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